HomeMy WebLinkAbout32-20RESOLUTION 32-20
RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING
EXECUTION OF AN AGREEMENT BETWEEN THE
TOWN OF LOS ALTOS HILLS AND MARSHA HOVEY, LLC.
WHEREAS, the Town has a need for professional advice and guidance on matters pertaining to
emergency management and disaster preparedness and the City Council of the Town of Los Altos
Hills has read and considered that certain Agreement ("Agreement") between the Town and
Marsha Hovey, LLC.; and
WHEREAS, for eight years Town has received professional advice and guidance on matters
pertaining to emergency management and disaster preparedness at the municipal level from
Marsha Hovey, LLC; and
WHEREAS, Staff recommends that the Town continue to receive emergency preparedness
consulting services from Marsha Hovey, LLC for fiscal year 2020-21.
NOW THEREFORE, the City Council of the Town of Los Altos Hills hereby authorizes the City
Manager to execute the attached agreement with Marsha Hovey, LLC for emergency management
consulting services and project management not to exceed $20,000.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on 16th of July 2020 by the following vote:
AYES: Wu, Tankha, Corrigan, Spreen, Tyson
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
Deborah L. Padovan, City Cleric
Michelle Wu, Mayor
Resolution 32-20 Page 1
AGREEMENT
THIS AGREEMENT is made and entered into on the 20 day of July, 2020 by and between
the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Marsha
Hovey, LLC; 5770 Winfield Blvd #42, San Jose, CA, 95123 (hereinafter referred to as
"CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree
as follows:
CONTRACTOR. Shall provide or furnish the following specified services and/or
materials:
Provide project management services, technical assistance,
and staff training in the area of emergency preparedness to
the City Manager
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated June 2020
3. TERMS. The services and/or materials furnished under this Agreement shall
commence July 20, 2020 and shall be completed by June 30, 2021, unless terminated
pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR at an hourly rate of one hundred dollars ($100),
and total project cost shall not exceed twenty thousand dollars and zero cents
($20,000.00), within thirty (30) days following receipt of invoice and
completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this
Agreement and only upon satisfactory delivery/completion of goods/services in a
manner consistent with professional/industry standards for the area in which
CONTRACTOR operates. TOWN is not responsible for paying for any work done
by CONTRACTOR or any subcontractor above and beyond the not to exceed
amount.
b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver
any services/goods. Town shall not be responsible for any interest or late charges
on any payments from Town to CONTRACTOR.
c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/
subcontractors to ensure delivery of goods/services within the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete
goods/services.
Town of Los Altos Hills
Short form
Updated 4/23/10
Page 1 of 4
Resolution 32-20 Page 2
5. GENERAL TERMS AND CONDITIONS.
HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold
harmless the TOWN, its officers, agents and employees from any and all demands,
claims or liability of personal injury (including death) and property damage of any
nature, caused by or arising out of the performance of CONTRACTOR under this
Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR
agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and
employees from any and all demands, Claims or liability of any nature to the extent
caused by the negligent performance of CONTRACTOR under this Agreement.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services under this Agreement as follows:
WORKERS COMPENSATION INSURANCE: Minimum statutory limits.
COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined.
$1,000,000.00 per occurrence including comprehensive form, personal
injury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit
exists, it shall apply separately or be no less than two (2) times the
occurrence limit.
iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence.
iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate.
v. NOTICE OF CANCELLATION: The City requires 30 days written notice
of cancellation. Additionally, the notice statement on the certificate
should not include the wording "endeavor to" or "but failure to mail such
notice shall impose no obligation or liability of any kind upon the
company, its agents or representatives."
vi. CERTIFICATE OF INSURANCE: Prior to commencement of services,
evidence of insurance coverage must be shown by a properly executed
certificate of insurance and it shall name "The Town of Los Altos Hills,
its elective and appointed officers, employees, and volunteers" as
additional insureds.
vii. To prevent delay and ensure compliance with this Agreement, the
insurance certificates and endorsements must be submitted to:
Town of Los Altos Hills
Short form
Updated 4/23/10
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Page 2 of 4
Resolution 32-20 Page 3
c. NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this Agreement because of the race, color, national origin, age,
ancestry, religion or sex of such person.
d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement
is not a contract of employment and does not create an employer-employee
relationship between the TOWN and CONTRACTOR. At all times
CONTRACTOR shall be an independent contractor and CONTRACTOR is not
authorized to bind the TOWN to any contracts or other obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of TOWN.
e. CHANGES. This Agreement shall not be assigned or transferred without advance
written consent of the TOWN. No changes or variations of any kind are authorized
without the written consent of the City Manager. This Agreement may only be
amended by a written instrument signed by both parties.
f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed shall be paid to CONTRACTOR within 14 days of termination.
g. RECORDS. All reports, data, maps, models, charts, studies, surveys,
calculations, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form, that are
prepared or obtained pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the TOWN. CONTRACTOR hereby
agrees to deliver those documents to the TOWN at any time upon demand of the
TOWN. It is understood and agreed that the documents and other materials,
including but not limited to those described above, prepared pursuant to this
Agreement are prepared specifically for the TOWN and are not necessarily
suitable for any future or other use. Failure by CONTRACTOR to deliver these
documents to the TOWN within a reasonable time period or as specified by the
TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR
agree that until final approval by TOWN, all data, plans, specifications, reports and
other documents are preliminary drafts not kept by the TOWN in the ordinary
course of business and will not be disclosed to third parties without prior written
consent of both parties. All work products submitted to the TOWN pursuant to this
Agreement shall be deemed a "work for hire." Upon submission of any work for
hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-
exclusive title to copyright of said work for hire shall transfer to the TOWN. The
compensation recited in Section 4 shall be deemed to be sufficient consideration
for said transfer of copyright. CONTRACTOR retains the right to use any project
records, documents and materials for marketing of their professional services.
Town of Los Altos Hills
Short form
Updated 4/23/10
Page 3 of 4
Resolution 32-20 Pate 4
ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Parties. Any ambiguities or disputed terms between this Agreement
and any aftchad Exhibits s hall -be interpreted ac %cording to the language ln� ths
,
Agreement and not the Exhibits.
T I =211
witnes.s wri recri, 7717, ^Yn
abovei
CONTRACT COORDINATOR and
representative ibr TOWN: CONTRACTOVI
By:
Carl Cahill, City Maha'gOr DatAe
Town of Los Altos Hills Page 4 of 4
3'Or"Orm
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Resolution 32-20 Page 5
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